Joint Venture Agmt

Exhibit 10.17
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JOINT VENTURE AGREEMENT


AGREEMENT, made this 16th day of December, 1999, by and between Global NAPS, Inc., a duly organized and existing Delaware corporation having a usual place of business at 10 Merrymount Rd., Quincy, Massachusetts ("Global"), B.A.B.P., LLC, a Massachusetts Limited Liability Company having a usual place of business at 10 Merrymount Rd., Quincy, Massachusetts ("BABP") and Convergent Networks, Inc., a duly organized and existing Delaware corporation having a usual place of business at 900 Chelmsford Street, Tower Three, 11th Floor, Lowell, MA 01851, ("Convergent").


Whereas, Convergent is in the process of developing a next generation, Telephony-Grade switching platform that will deliver full service inter- operability and inter-working between any mix of access and network technologies like TDM and ATK based on native ATM switching technology;


Whereas, Global is a certificated Competitive Local Exchange Carrier with facilities in Massachusetts, New Hampshire, Rhode Island, New York, Virginia and Florida;


Whereas, technical assistance from Global and access to Global's strategic alliances is essential for Convergent to bring its switching platform to market in an expeditious manner;


Whereas; Global wishes to provide said assistance to Convergent for consideration; and,


Whereas, Global wishes to own Four Hundred Twenty Thousand (420,000) shares (the "Shares") of Convergent's Series C Convertible Preferred Stock, $.01 par value per share (the "Series C Preferred Stock") through its designee, BABP;


NOW, THEREFORE, in consideration of the agreements contained herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. Global shall provide technical assistance and testing facilities to
convergent through December 31, 1999.


2. Global's designee BABP shall acquire Four Hundred Twenty Thousand
(420,000) shares of Series C Preferred Stock in Convergent as set forth
below:


(a) BABP shall purchase One Hundred Fifty Five Thousand One Hundred
Forty-Seven (155,147) shares of Series C Preferred Stock on the
Closing Date (as defined below) for a purchase price of One Million
Three Thousand Eight Hundred ($1,003,800.00) Dollars (the "Cash
Purchase Price").


(b) BABP shall receive Two Hundred Sixty Four Thousand Eight Hundred
Fifty-Three (264,853) shares of Series C Preferred Stock in
Convergen ...